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2012-01-10 Federal Tax Law & Disclosure Requirements for Tax-Exempt BondsRESOLUTION NO. 2012 - 2 COUNCIL MEMBER WOLFF INTRODUCED THE FOLLOWING RESOLUTION: BE IT RESOLVED BY THE GOVERNING BODY OF THE CITY OF BLAIR, NEBRASKA: SECTION 1. The governing body of the City of Blair, Nebraska (the "Issuer" hereby finds and determines: (a) that the Issuer was duly formed and remains in existence pursuant to the Constitution and applicable laws of the State of Nebraska; (b) that the Issuer has heretofore issued and there are now outstanding bonds of the Issuer (collectively, the "Outstanding Bond "); and (c) it is necessary and advisable for the Issuer to adopt certain procedures to promote compliance with certain federal tax and securities laws relating to the Outstanding Bonds. SECTION 2. The policy and procedures attached hereto as "Exhibit A" are hereby adopted in all respects. COUNCIL MEMBER WOLFF MOVED THAT THE RESOLUTION BE ADOPTED AS READ, WHICH SAID MOTION WAS SECONDED BY COUNCIL MEMBER CHRISTIANSEN. UPON ROLL CALL, COUNCIL MEMBERS SHEPARD, STEWART, RYAN, KEPHART, CHRISTIANSEN, JENSEN, HALL AND WOLFF VOTING "AYE ", AND COUNCIL MEMBERS NONE VOTING "NAY', THE MAYOR DECLARED THE FOREGOING RESOLUTION PASSED AND ADOPTED THIS 10TH DAY OF JANUARY, 2012. CITY OF BLAIR, NEBRASKA B 17, JA N��S E. REALPH, MAYOR ATTEST: LVLA14 AAL��,- BRENDA WHEELER, CITY CLERK (SEAL) STATE OF NEBRASKA ) ) :ss: WASHINGTON COUNTY ) BRENDA R. WHEELER hereby certifies that she is the duly appointed, qualified and acting City Clerk of the City of Blair, Nebraska, and that the above and foregoing Resolution was passed and adopted at a regular meeting of the Mayor and City Council of said city held on the 10th day of January, 2012. BRENDA R. WHEELER, CITY CLERK Policy and Procedures Federal Tax Law and Disclosure Requirements for Tax - exempt Bonds and /or Build America Bonds ISSUER NAME: CITY OF BLAIR, NEBRASKA COMPLIANCE OFFICER (BY TITLE): CITY ADMINISTRATOR POLICY It is the policy of the Issuer identified above (the "Issuer") to comply with all Federal tax requirements and securities law continuing disclosure obligations for its obligations issued as tax - exempt bonds or as direct pay build America bonds to ensure, as applicable (a) that interest on its tax - exempt bonds remains exempt from Federal income tax, (b) that the direct payments associated with its bonds issued as "build America bonds" are received by the Issuer in a timely manner and (c) compliance with any continuing disclosure obligations of the Issuer with respect to its outstanding bonds. PROCEDURES Compliance Officer Review of compliance with Federal tax requirements and securities law continuing disclosure obligations as generally outlined below shall be conducted by the Compliance Officer identified above (the "Compliance Officer"). To the extent more than one person has been delegated specific responsibilities, the Compliance Officer shall be responsible for ensuring coordination of all compliance review efforts. Training. The Compliance Officer shall evaluate and review educational resources regarding post - issuance compliance with Federal tax and securities laws, including periodic review of resources published for issuers of tax - exempt obligations by the Internal Revenue Service (either on its website at http • / /www.irs.gov /taxexemgtbond or elsewhere) and the Municipal Securities Rulemaking Board (either on its Electronic Municipal Market Access website [ "EMMA "] at http: / /www.emma.msrb.org or elsewhere). Compliance Review A compliance review shall be conducted at least annually by or at the direction of the Compliance Officer. The review shall occur at the time the Issuer's annual audit takes place, unless the Compliance Officer otherwise specifically determines a different time period or frequency of review would be more appropriate. Scope of Review Document Review. At the compliance review, the following documents (the "Bond Documents ") shall be reviewed for general compliance with covenants and agreements and applicable regulations with respect to each outstanding bond issue: (a) the resolution(s) and /or ordinance(s), as applicable, adopted by the governing body of the Issuer authorizing the issuance of its outstanding bonds, together with any documents setting the final rates and terms of such bonds (the "Authorizing Proceedings "), (b) the tax documentation associated with each bond issue, which may include some or all of the following (the "Tax Documents "): (i) covenants, certifications and expectations regarding Federal tax requirements which are described in the Authorizing Proceedings; (ii) Form 8038 series filed with the Internal Revenue Service; (iii) tax certificates, tax compliance agreements, tax regulatory agreement or similar documents; (iv) covenants, agreements, instructions or memoranda with respect to rebate or private use; (v) any reports from rebate analysts received as a result of prior compliance review or evaluation efforts; and (vi) any and all other agreements, certificates and documents contained in the transcript associated with the Authorizing Proceedings relating to federal tax matters. (c) the Issuer's continuing disclosure obligations, if any, contained in the Authorizing Proceedings or in a separate agreement (the "Continuing Disclosure Obligations "), and (d) any communications or other materials received by the Issuer or its counsel, from bond counsel, the underwriter or placement agent or its counsel, the IRS, or any other material correspondence relating to the tax - exempt status of the Issuer's bonds or relating to the Issuer's Continuing Disclosure Obligations. Use and Timely Expenditure of Bond Proceeds. Expenditure of bond proceeds shall be reviewed by the Compliance Officer to ensure (a) such proceeds are spent for the purpose stated in the Authorizing Proceedings and as described in the Tax Documents and (b) that the proceeds, together with investment earnings on such proceeds, are spent within the timeframes described in the Tax Documents, and (c) that any mandatory redemptions from excess bond proceeds are timely made if required under the Authorizing Proceedings and Tax Documents. Arbitrage Yield Restrictions and Rebate Matters. The Tax Documents shall be reviewed by the Compliance Officer to ensure compliance with any applicable yield restriction requirements under Section 148(a) of the Internal Revenue Code (the "Code ") and timely calculation and payment of any rebate and the filing of any associated returns pursuant to Section 148(f) of the Code. A qualified rebate analyst shall be engaged as appropriate or as may be required under the Tax Documents. Use of Bond Financed Property. Expectations and covenants contained in the Bond Documents regarding private use shall be reviewed by the Compliance Officer to ensure compliance. Bond - financed properties shall be clearly identified (by mapping or other reasonable means). Prior to execution, the Compliance Officer (and bond counsel, if deemed appropriate by the Compliance Officer) shall review (a) all proposed leases, contracts related to operation or management of bond - financed property, sponsored research agreements, take -or -pay contracts or other agreements or arrangements or proposed uses which have the potential to give any entity any special legal entitlement to the bond - financed property, (b) all proposed agreements which would result in disposal of any bond - financed property, and (c) all proposed uses of bond - financed property which were not anticipated at the time the bonds were issued. Such actions could be prohibited by the Authorizing Proceedings, the Tax Documents or Federal tax law. Continuing Disclosure. Compliance with the Continuing Disclosure Obligations with respect to each bond issue shall be evaluated (a) to ensure timely compliance with any annual disclosure requirement, and (b) to ensure that any material events have been properly disclosed as required by the Continuing Disclosure Obligation. Record Keeping If not otherwise specified in the Bond Documents, all records related to each bond issue shall be kept for the life of the indebtedness associated with such bond issue (including all tax - exempt refundings) plus six (6) years. Incorporation of Tax Documents The requirements, agreements and procedures set forth in the Tax Documents, now or hereafter in existence, are hereby incorporated into these procedures by this reference and are adopted as procedures of the Issuer with respect to the series of bonds to which such Tax Documents relate. Consultation Regarding Questions or Concerns Any questions or concerns which arise as a result of any review by the Compliance Officer shall be raised by the Compliance Officer with the Issuer's counsel or with bond counsel to determine whether non - compliance exists and what measures should be taken with respect to any non - compliance. VCAP and Remedial Actions The Issuer is aware of (a) the Voluntary Closing Agreement Program (known as "VCAP ") operated by the Internal Revenue Service which allows issuers under certain circumstances to voluntarily enter into a closing agreement in the event of certain non - compliance with Federal tax requirements and (b) the remedial actions available to issuers of certain bonds under Section 1.141 -12 of the Income Tax Regulations for private use of bond financed property which was not expected at the time the bonds were issued.